Terms & Conditions

Hypres (Industrial Supplies) Limited
Terms and Conditions.
1. Definitions In these conditions: "the Company" means HYPRES (INDUSTRIAL SUPPLIES) LIMITED. "the Buyer" means any company, firm, individual or agent thereof to whom the Company's acknowledgement of order, delivery note or invoice is addressed. "the Goods" means the products (including parts and accessories), materials and /or services to be supplied by the Company. "the Contract" means any contract made between the parties that incorporates these Conditions.

2. Applicability of Conditions
2.1 The Company concludes contracts for the supply of Goods subject only to these conditions. The buyer accepts that these Conditions shall govern relations between itself and the Company to the exclusion of any other terms including, without limitation, conditions and warranties written or oral express or implied even if contained in any of the Buyer's documents which purport to provide that the Buyer's own Terms shall prevail. No variation or qualification of these Conditions or of any quotation or contract arising here from shall be valid unless agreed in writing by a Director of the Company.

3. Representation The terms of the Contract consist of those contained in these Conditions of Sale. The Buyer shall not be entitled to rely on any other representations. statements or warranties whatsoever unless specifically confirmed by the Company in writing to the individual Buyer.

4. Prices
4.1 Prices contained in the Company's price lists, catalogue, websites, advertising matter or similar matter are for general guidance only.
4.2 If between the date of the order of the Goods and the date of delivery of the Goods there is an increase in the cost of the Goods, packing carriage, delivery, duty, tax or any other impost thereon (including a rise caused by the devaluation or revaluation of any currency) the price shall be adjusted by adding thereto the amount of the increase in such costs or levels whether or not such an increase was or should have been foreseeable by the Company.
4.3 If, however, it is expressly agreed in writing between the Company and the Buyer that the price of the Contract should be a fixed price and not subject to any variation either by rise or fall in the costs or levels referred in (4.2) above such fixed price will be the price of the Contract. If delivery of the order or any part thereof is delayed at the Buyer's request the fixed Contract price of such proportion thereof as relates to the part delayed as aforesaid will be subject to the variation (if any) set out in (4.2) herein and will be adjusted accordingly.
4.4 Unless otherwise stated prices do not include V.A.T which will be chargeable at the date of despatch and/or performance of services as the case may be.
4.5 If in the reasonable opinion of the Company the credit rating of the Buyer becomes unsatisfactory prior to the delivery or if the Buyer fails to perform or observe any obligations on its part to be performed under this or any other Contracts made with the Company the Company shall be entitled at it's discretion to delay delivery of the Goods until the payment thereof is rendered by the Buyer or until such obligations are duly performed or observed or by notice in writing to the Buyer unilaterally to cancel the Contract for the supply of the Goods.
4.6 The price given when the Buyer confirms their online order is an estimate only. Prices may increase for additional services to the order that cannot be provided online.

5. Payment
5.1 Terms of payment are 30 days from the date of invoice and in default the Company shall be entitled without notice to the Buyer (even if the Buyer has a contract with a third party) to:5.1.1 terminate any outstanding order or quotation;
5.1.2 withhold and/or suspend supplies; or
5.1.3 reduce the Purchaser's credit limit.
5.2 the Company shall also be entitled, at its discretion, to receive payment of any and all monies in respect of Goods supplied whether these monies would ordinarily be due for payment at that time or not.
5.3 In addition, the Company shall be entitled to charge the Buyer interest on the amount unpaid at the rate of 10% per month calculated on a daily basis until payment in full is made and the Buyer will indemnify the Company in respect of all costs incurred by the Company in recovering payment, including the cost of instructing solicitors.
5.4 No payment shall be deemed to have been received until the Company has received cleared funds.
5.5 In the event that the Buyer tenders payment by cheque and the cheque is subsequently returned by the Buyer's bankers unpaid, the Buyer will also indemnify the Company in respect of all resulting bank charges incurred by the Company, including an administration charge of not more than £25.
5.6 In the event that the Buyer tenders payment by e-cheque and the e-cheque is subsequently returned by the Buyer's bankers unpaid, the Buyer will also indemnify the Company in respect of all resulting bank charges incurred by the Company, including an administration charge of not more than £25.
5.7 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Purchaser.
5.8 The Company reserves the right to set off, deduct or discount any amounts due from the Company under any other arrangement with the Buyer against any monies due to the Company under this Contract.

6. Delivery
6.1 Terms and conditions for delivery are only applicable in the UK. For delivery outside the UK.
6.2 Unless otherwise agreed delivery of the Goods shall take place at the Buyer's place of business.
6.3 Where the Company makes delivery of the Goods to the Buyer's place of business or any other place as agreed in writing, all charges in relation to carriage, including, without limitation transport costs, insurance and unloading, will at the Company's option, be borne by the Buyer.
6.4 If for any reason the Buyer does not accept delivery of any of the Goods when they are ready for delivery then the Goods will be deemed to have been delivered, risk passing to the Buyer (including for loss or damage caused by the Company's negligence) and the Company may:
6.4.1 store the Goods until actual delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance); or
6.4.2 sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Buyer for any shortfall below the Contract price.
6.5 The Company reserves the right to deliver in instalments and any failure to deliver one instalment will not entitle the Buyer to terminate the Contract.
6.6 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.7 Claims for shortages or damaged Goods must be made in writing to the Company within 3 days of receipt of the Goods.
6.8 Claims for non delivery must be made to the Company within 10 days of date of despatch shown on invoice.

7. Property in Goods
7.1 Although risk in the Goods supplied passes to the Buyer on delivery, legal title in such Goods shall not pass to the Buyer until the Company has received in cleared funds the full price payable for such Goods and all other Goods supplied by the Company to the Buyer for which payment is then due.
7.2 Until legal title passes, the Buyer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep them properly protected, insured and stored separately from any other Goods (whether or not supplied by the Company). Until that time the Buyer is entitled to resell or use the Goods in the ordinary course of its business but shall account to the Company for the proceeds of sale and pending payment shall hold such proceeds on trust for the Company absolutely.
7.3 The Buyer's right to resell or use the Goods shall terminate automatically on the occurrence of any event set out in Condition 13 of these Conditions and/or if any sum owed to the Company by the Buyer is not paid when due.
7.4 Until such time as legal title in the Goods passes to the Buyer the Company may at any time require the Buyer, its liquidator, receiver or administrator to return the Goods and/or may repossess the Goods by entering upon any premises of the Buyer or any third party where the Goods are reasonably believed to be stored.
7.5 In addition and without prejudice to any other right or remedy available to the Company, if the Buyer is in breach of the payment terms or of any of its obligations under this condition, the Company shall be entitled to:
7.5.1 cancel the Contract;
7.5.2 suspend further deliveries; or
7.5.3 terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this action.
7.6 The Company reserves the right at any time before title in the Goods has passed to the Buyer to require the Buyer to deliver up the Goods if any of the events specified in Condition 13 of these Conditions occurs.

8. Returns
8.1 Notwithstanding any other provision in the Contract, the Company may at its option allow the Buyer to return the Goods upon the following conditions
8.1.1 that the relevant Goods are non-faulty;
8.1.2 that the relevant Goods are Goods that are ordinarily held in stock at the Company premises;
8.1.3 that the Buyer notifies the Company within 5 days of delivery of its intention to return the Goods;
8.1.4 that the Goods are returned to the Company within 15 days of delivery;
8.1.5 the Buyer agrees that all the Goods shall be delivered by the Buyer to the Company;
8.1.6 that the Goods are undamaged, in the original packaging, with all trademarks or other labelling intact and fully suitable for re-sale;
8.1.7 the Buyer agrees to pay the Company a 25% handling fee against the return of non-faulty standard Goods. This handling fee will be reduced to 10% if the return is processed via the Company's website.~
8.2 Notwithstanding any other provision in the Contract, the Company may from time to time at its sole discretion accept the return of non standard, non faulty Goods upon separate rates, terms and conditions, to be agreed with the Buyer in advance of any such return. Non standard Goods are Goods which are not ordinarily held in stock.

9. Quality
9.1 If the Company establishes to it's reasonable satisfaction that there is a defect in the Goods or there is some other failure by the Company in relation to the conformity of the Goods with the Contract, then the Company shall, at its option, at its sole discretion and within a reasonable time:
9.1.1 replace such Goods with Goods which are in all respects in accordance with the Contract; or9.1.2 issue a credit note to the Buyer in respect of the whole or part of the Contract price of such Goods as appropriate having taken back such Goods, subject, in every case, to the remaining provisions of this Condition provided that the liability of the Company under this Condition shall in no event exceed the purchase price of such Goods and performance of any one of the above options shall constitute an entire discharge of the Company's liability under this warranty.
9.2 This Condition shall not apply unless the Buyer:
9.2.1 notifies the Company of the alleged defect within 3 days of the time when the Buyer discovers or ought to have discovered the defect;
9.2.2 allows the Company to collect the relevant Goods;
9.2.3 complies with any reasonable request or instruction from the Company; and
9.2.4 affords the Company a reasonable opportunity to inspect the relevant Goods.
9.3 If the Company elects to replace the Goods pursuant to this Condition, the Company shall deliver the replacement Goods to the Buyer at the Company's own expense at the address to which the defective Goods were delivered and the legal title to the defective Goods which are being replaced shall (if it has vested in the Buyer) re vest in the Company.
9.4 The Company shall be under no liability under the warranty in this Condition:
9.4.1 in respect of any defect arising from wilful damage, negligence, abnormal storage conditions, failure to follow the Company's or the manufacturers instructions whichever is appropriate (whether oral or in writing);
9.4.2 if the total price for the Goods has not been paid by the due date for payment;
9.4.3 in respect of any type of defect or damage specifically excluded by the Company by notice in writing; or
9.4.4 if the Buyer makes any further use of the Goods after giving notice in accordance with this Condition.
9.5 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10. Liability
10.1 Subject to Condition 9 above, this Condition sets out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub contractors) to the Buyer in respect of:
10.1.1 any breach of the Conditions or the Contract;
10.1.2 any use made or resale by the Buyer of any 01 2007 COS 942/943 17/7/07 10:43 Page 942 Conditions of Sale 943 of the Goods, or any product incorporating any of the Goods; and
10.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 Nothing in the Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence, or for fraudulent misrepresentation, or for fraud or under section 2(3), Consumer Protection Act 1987 or for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability. 10.3 Liability for any direct loss or damage which arises out of or in connection with the Contract shall be limited to the Contract value.
10.4 the Company shall not be liable to the Buyer for any indirect loss of profit, loss of business or depletion of goodwill or consequential loss or any claims for consequential compensation whatsoever which arise our of or in connection with the Contract.

11. Product Safety and Recalls
11.1 The Buyer shall comply at all times with the manufacturer's written instructions and all manufacturer's written guidelines issued from time to time attached to the Goods concerning their storage and use and the Buyer shall refer its employees and its customers to such instructions and guidelines.
11.2 The Buyer should satisfy itself that the persons responsible for the storage and use of any Goods supplied by the Company have all the information required on health and safety and the Company shall not be liable to the Buyer in any civil proceedings brought by the Buyer against the Company in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.
11.3 The Buyer shall keep the Company properly informed of all complaints concerning the Goods and shall comply with any directions of the Company in any issues, proceedings or negotiations relating to such complaint.
11.4 In the event of any recall of the Goods by the Company the Buyer shall co-operate fully and promptly with any steps taken by the Company under the Condition 11.5.
11.5 The Company may at its discretion recall any Goods already sold by the Company to the Buyer, (whether for a credit or for replacement of the Goods which shall in each case be undertaken by the Company) and/or issue any written or other notification to the Buyer about the manner of use of any Goods already sold by the Company to the Buyer. The Buyer agrees to give all reasonable assistance to the Company or the manufacturer in resisting any claim which may arise under any recall of product by the Company or the manufacturer of such product.

12. Force Majeure
12.1 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

13. Termination
13.1 The Company may, in its opinion and its discretion , (without prejudice to any other rights or remedies it may have against the Buyer) immediately suspend further performance of the Contract or cancel delivery of the Goods or stop any Goods in transit or by notice in writing to the Buyer terminate the Contract without liability to the Company if:
13.1.1 the Buyer commits a material breach of any of its obligations under the Contract which is incapable of remedy;
13.1.2 the Buyer fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested by the Company to remedy or desist from such breach;
13.1.3 any distress execution or diligence is levied upon any of the Buyer's Goods or property and is not paid out within 7 days of it being levied;
13.1.4 the Buyer (being a partnership) or the Buyer's partner offers to make any arrangements with or for the benefit of the creditors of the Buyer or the Buyer's partner generally or there is presented in relation to the Buyer or the Buyer's partner a petition of bankruptcy;
13.1.5 the Buyer (being a limited company) is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Buyer calls a meeting for the purpose of passing a resolution to wind up its company or such a resolution is passed or the Buyer presents or has presented a petition to wind up or present or have presented a petition or appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the Buyer's business, undertaking, property or assets;
13.1.6 the Buyer ceases, or threatens to cease, to carry on business;
13.1.7 a secured lender to the Buyer takes any steps to obtain possession of the property on which it has security or otherwise to enforce its security.
13.2 Notwithstanding any such termination or suspension in accordance with the above the Buyer shall pay the Company at the Contract rate all payments subsisting at the time of termination.

14. Product Information
14.1 Whilst the Company has made every effort to ensure that details and information given in both our printed and online publications are accurate at the time of issue, the Company gives no guarantees as to the accuracy or completeness of such information. Full technical specifications are not necessarily included and furthermore, the Company's policy is one of continuous improvement and the right is reserved to alter details and information at any time as the need arises.
14.2 Accordingly, the Buyer should check any details and information they wish to rely on with the Company at the time of purchase. The Company accepts no liability in respect of any errors or omissions herein contained or for any loss or damage, malfunction or consequential loss arising from reliance upon our publications.

15. The Hypres Disclaimer
15.1 Any products shown in both our printed or online publications do not represent endorsement by the Company of any other products, services or organisations.

16. Colour Reproduction
16.1 The colour reproductions of the garments featured in both our printed or online publications are as accurate as the printing or electronic process will allow.

17. Data Protection
17.1 The Company will at all times comply with its obligations under the Data Protection Act 1998.
17.2 The Company may monitor and record telephone calls for the purposes of:
17.2.1 training;
17.2.2 quality and control; and
17.2.3 to confirm verbal instructions.
17.3 The Company has and maintains privacy policies in respect of its website and its business activities generally.

18. Assignment
18.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
18.2 The Company may assign the Contract or any part of it to any person, firm or company at the Company's discretion.

19. General
19.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
19.2 Each party agrees to keep secret and confidential all information obtained or disclosed as a result of the relationship of the parties under the Contract.
19.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
19.4 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
19.5 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
19.6 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
19.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

20. All Rights Reserved
20.1 No part of any the of the Company's publications may be reproduced or transmitted in any form or by any means including photocopying and recording, without the written permission of the copyright holder, application for which should be addressed to the publisher.
20.2 Such written permission must be obtained before any part of this publication is stored in a retrieval system of any nature.
20.3 All prices are subject to VAT. All prices are subject to alteration without notice. Hypres (Industrial Supplies) Limited reserve the right to amend the Conditions which are subject to confirmation at the time of application.

Hypres (Industrial Supplies) Limited
3 Lloyds Court
Gateshead
NE11 9EP
Tel: 0191 460 6835
Fax: 0191 460 0995
info@hypres.co.uk
www.hypres.co.uk

Company Registration Number: 5375948
VAT Registration Number: 857 1824 02